


Puella Magi Twilight Magica

by darkponyD



Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica, My Little Pony: Friendship is Magic
Genre: Alternate Universe, Crossover, Dark, Sad, tragic
Language: English
Status: In-Progress
Published: 2015-02-18
Updated: 2015-02-28
Packaged: 2018-03-13 14:31:44
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 3
Words: 5,525
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3385253
Author URL: https://archiveofourown.org/users/darkponyD/pseuds/darkponyD
Summary: <blockquote class="userstuff">
              <p>She has a loving family and best friends, laughs and cries from time to time… Twilight Sparkle, an eighth grader of Ponyville middle school, is one of many ponies who live such a life. One day, she has a fateful encounter of the magical kind. She doesn’t know if it happened by chance or by fate yet. This is the story of a fateful encounter that could change her destiny. This is the story of the Magical Fillies.</p>
<p>NOTE: This story is set within an alternate universe where Twilight never became Princess Celestia’s student, and unicorns don’t exist in any way, shape or form. There are only earth ponies, pegasi and alicorns.</p>
            </blockquote>





	1. 000 - Dreaming of Destruction

**Puella Magi Twilight Magica**

By _darkponyD_

**000 – Dreaming of Destruction**

She was running. Running faster than she ever had before, the corridor twisting and turning into inconceivable shapes as if it were actively resisting her efforts. The purple filly kept running, knowing her destination was within reach. Finally, she made it to a large, high vaulted room with stairs leading up to a door. She stopped at the foot of the stairs, looking up to the green exit sign hanging over the door. Hesitantly, she started climbing the stairs, slowly making her way to the door, her hoofsteps echoing throughout the room. She hesitated before the door. _'This is it. No going back now…'_ she thought as she pushed the door mechanism with her hooves. The door slowly opened to reveal what remained of Ponyville.

Ponyville had been reduced to a wasteland, building debris floating around an enormous shadowy object hovering right over the town hall. She quickly realized that she was standing on the top floor of the library, observing the events taking place around her. She walked to the balcony in a daze, looking out over the ruins of her once proud home. Not far away, a yellow pegasus filly with a pink mane launched herself towards the shadowy object. Almost immediately, one of the buildings floating in the air was directed towards her, appearing to crush her, only for her to reappear in a burst of pink energy.As soon as she reappeared, the shadowy object threw beams of red energy towards the pegasus, which she easily dodged, even blocking one of them with the shield on her left hoof.

"That's horrible…!" the purple filly gasped.

"There's no helping it," the filly turned her head at the words, taking in the white and red, cat-like creature that had spoken. "This was too much for her to handle alone. But she came here knowing that."

The shadowy object was still throwing energy beams at the pegasus filly. She skillfully avoided every burst, those she failed to dodge being absorbed by her shield. That's when the object got clever, and focused four beams at the same time, throwing the filly into another building.

The purple filly turned to the cat-like creature. "But… That's too much! This can't be right!" The pegasus filly turned her head towards the library, ice blue eyes locking with the violet eyes of the purple filly. As she got back up, she seemed to be screaming something, but the filly on the balcony couldn't make out what she was saying.

"If she gives up, it's over," the cat-like creature stated, its piercing red eyes observing the battle without caring in the slightest about the outcome, only the purple filly's choice in the future. "But you have the power to change fate itself…" the creature continued. The purple filly suddenly grabbed her head in pain, falling to the floor. "All this inevitable destruction and tragedy, you can change it, if you want. The power to do so lies within you."

The purple filly slowly got to her hooves. "Can I really?" she asked, as she watched the pegasus filly fall out of the sky, again trying to shout something to her, the words being lost to the wind. "Can I really do something to help? Could I really change this ending?"

"Of course you could," the creature replied. "So make a contract with me and become a Magical Filly!"

The purple filly looked at the ground for a moment before steeling her nerves and looking back up with a determined expression. That's when she was awoken by the light of the sun streaming in through her window. She blinked in confusion before sitting up in bed.

"What? It was all just a dream?"


	2. 001 – I First Met Her in a dream…or Something Part 1

**Notes for the Chapter:**

> Hello everyone, and welcome to my first story on Archive of Our Own, Puella Magi Twilight Magica! Now, A few things to say before we get this story well and truly going.
> 
> First, this is a retelling of the anime series Puella Magi Madoka Magica, also known as Mahou Shoujo Madoka Magica, replacing the main characters of PMMM with the main characters of My Little Pony: Friendship is Magic.
> 
> Second, there will be NO unicorns. There will only be earth ponies, pegasi, and one, maybe two alicorns.
> 
> Third, I will be updating this story weekly until I run out of material that I have already written. After that, I will update when I complete a chapter.
> 
> Finally, at the end of each episode (every two chapters) there will be a preview for the next episode, while at the end of each chapter, there will be a foot notes for terms or important notes about something I said in the story.
> 
> Now, with that out of the way, lets get on with the story!

**Puella Magi Twilight Magica**

By _darkponyD_

**001 – I First Met Her in a dream…or Something Part 1**

_Location: Home of the Sparkle family, East Ponyville_

Twilight Sparkle awoke to the bright sunlight streaming in through the windows, memories of the strange dream running through her head. She sits up, looking around the room at the many stuffed animals littering her shelves and floor. ‘What a strange dream,’ she thought as she got out of bed, making her way downstairs.

The cheerful sound of humming alerted Twilight to her father’s location. She moved quickly to the back door. “Good morning, dad!” she shouted to her father.

“Good morning, Twilight,” he replied, smiling at his daughter as he picked tomatoes.

“Is mom up?”

“Shining’s waking her up right now. Go help him will you?”

“OK!” Twilight turns and runs down the hall to her mother’s room. She could hear her brother beating his tiny hooves against his mother’s quilt covered body.

“Mommy! Mommy!” she could hear his shout. “Morning! Morning!” Twilight took this as her cue to enter, slamming the door open in the dark room. She quickly and quietly walked to the covered windows and threw the curtains open. Then she walked right up to her mother’s bed and tugged the quilt off. “RISE AND SHINE!”

Her mother immediately started screaming, as if she were having a nightmare, thrashing in the bed until she ends up in an upright position. Velvet Sparkle calms down and looks around the room. “Huh?”

“Mommy woke up!” Shining piped up from beside the bed.

***

The sound of running water could be heard in the bathroom as the mare and filly of the house prepared for the day ahead. “So what’s been going on lately?” asked Velvet, as the pair stood side by side brushing their teeth.

“Rarity got another love letter. That’s the second one this month,” Twilight replied through a mouthful of toothpaste.

“Colts who don’t even have the guts to confess their love in pony are no good.”

The pair took a swig of water, gargled it too rinse the toothpaste out of their mouths and spat out was left. “And how’s Cheerilee?” Velvet asked as she replaced her toothbrush and retrieved her mane dryer and brush.

“It seems like Ms. Cheerilee’s new relationship is going well,” Twilight answers. “She gushes about him all during homeroom. It’ll be their three month anniversary this week, so I guess that’s a new record.”

Velvet smiles and simply continues to fix her mane. “Hmm, I guess we’ll see. They’re reaching a crucial juncture right now.”

Twilight pushes her face into a bowl of water. “They are?” she asks as she feels around for a towel. Velvet reaches over and pushes a towel into Twilight’s grasp.

“If it’s not the real thing,” Velvet explains as she starts applying makeup. “It’s around this point in the relationship that things start falling apart. If they make it past three months, they’ll probably be fine for a year at least.” Velvet finishes her makeup session and closes her makeup case. She then checks herself in the mirror. “Perfect!”

Twilight admires her mother for a few moments before turning her attention back to her own little conundrum. “Which ribbon should I wear?” Her mother points her hoof at the red ribbon on the counter. “Huh? But isn’t this too flashy?”

“That’s at LEAST as flashy as you should be! A mare’s appearance is the one thing she can’t afford to get looked down at.”

It takes a few minutes, but Twilight is all ready for her day, dressed in her school uniform, and with the red ribbon her mother had picked out in her purple mane. Velvet smiles as she takes in her daughter’s appearance. “Excellent! That should make all your secret admirers melt in adoration.”

Twilight blushes at this statement. “I don’t have any secret admirers!”

“But you should go about as though you do,” Velvet says playfully, earning a look of confusion from Twilight. “That’s the secret to every pretty filly’s success!”

***

Shining sat in his seat at the table, a blunt plastic fork in his hooves. He slowly moved down to spear… nothing at all. Instead of spearing the tiny tomato on his fork, he managed to knock it clean off the table. “Uh-oh!” Velvet shouted as she caught the tomato on a piece of bread, and put it back on the toddler’s plate. “There, eat it all up now, OK?”

Shining grinned as he replied in the affirmative. The family went back to eating their respective meals, Velvet reading the newspaper, and Night, making a cup of coffee. “More coffee, honey?”

Velvet glanced at the clock. Quarter to eight. “Hmm, better not,” she said, standing up and draining what was left in her cup. She gave her son and husband a kiss and a hoof bump to her daughter before heading to the door. “All right! I’m off then.” Velvet smiled as she walked out the door.

“Have a nice day!” the rest of the family chorused. Night then turned to his daughter, “Now then, you’d better hurry too, Twilight.”

Twilight looked at her father in confusion, then realization dawned on her face. “Oh, right!” quickly grabbed her bag and took off out of the house, but not before snagging one more piece of toast on her way out the door. “I’m heading out!”

“Have a nice day!”

Twilight ran down the street, reviewing her schedule for the day. _‘First, I meet my Rarity and Rainbow Dash at the park and hang out with them on the way to school. Next comes school, and finally, lunch with them at the shopping center.’_ (1) Twilight kept a brisk pace, not wanting to fall behind in her schedule, eating her toast as she ran. The city of Ponyville was truly beautiful in the morning, the tall skyscrapers gleaming in the sunlight, the stream gurgling along the path, and the trees gently waving in the breeze. In no time at all she had made it to her destination, and spotted both Rarity and Rainbow Dash waiting for her. “Good morning!” she called.

Rarity smiled as she ran up to them. “Good morning, Twilight.”

Rainbow Dash glared at her, “Twilight, you’re late!” She paused, and took a closer look at Twilight’s mane. “Oh! Cute ribbons!”(2)

Twilight blushed “You think so? They’re not too flashy?”

“I think they look lovely,” Rarity said as she started walking to the school. The journey to school, as always, passed rather quickly. In no time at all, they were within sight of the school.

“So my mom said,” Twilight was relaying what her mother had told her that morning. “A colt who confesses his love with a letter instead of in pony is no good.”

“Your mom is so cool, Twilight!” exclaimed Rainbow Dash, bearing the same expression she usually reserved for her idols. “I mean, she’s gorgeous and a successful businessmare besides!”

Rarity suddenly stopped and turned to face the two walking behind her, a troubled expression on her face. “I wish I could make up my mind to reject a colt so easily.”

“What an enviable problem to have!” said Rainbow, smirking.

“It really is!” Twilight agreed, adopting a dreamy expression. “I wish I could get a love letter too. Just once!”

Rainbow, not one to miss an opportunity for a prank, grinned. “Oh-ho! So you want to become a beautiful popular girl like Rarity, Twilight? And you’ve decided to start changing your image with these hair ribbons, huh?”

“You’ve got it wrong!” Twilight’s face burned as she glared at Rainbow. “My mom made me-“

“I see!” Rainbow’s grin grew wider and far more evil. “You even got your mom to tell you the secret to becoming popular! How shameless! Let me show you what happens to bad fillies like you!” The blue Pegasus lunged at Twilight, wings reaching to tickle her.

Twilight dodged, but wasn’t quick enough to escape Rainbow’s second lunge. Almost immediately, she was laughing profusely while Rainbow used her feathers to tickle her. “No! Hey! Stop it! Stop!”

“My, such a cute filly!” said Rainbow, deciding to take the prank even further. “But I won’t allow you to go off and become popular with the boys. You must be my bride, Twilight!!”

“Nooo!”

*Ahem*

The two fillies looked over at Rarity, noticing the frown on her face, and the school directly behind her.

***

_Location: Ponyville Middle School, Ponyville Central_

“Ahem!” Class had just begun at Ponyville Middle School, the trio sitting in their assigned seats around the classroom. Cheerilee stood at the front of the class, a rather angry expression on her face. “Now, I have something very important to discuss with you today, class. I want you all to listen very closely!” She paused, stamping her hoof to ensure the entire class was paying attention. “When frying an egg, should it be fried sunny side up, or over hard?! Mr. Mash—what do you think?!”

The aforementioned colt started stammering, fear in his voice at what would happen if he got the question wrong. “Um, w-well, th-they can be fried either way, can’t they?”

“Precisely! They can be fried either way!” Cheerilee said, anger practically dripping off her words, though, not directed at any of the students in her room. “And it should go without saying, that judging a mare’s attractiveness by the way she fries her eggs is the gravest of mistakes!”

A sharp crack indicated another hoof stomp, this time going straight through the floor. “Now girls – I want you to remember,” she continued. “That you must never date a stallion who insists they can’t eat fried eggs done over hard.”

“Guess it didn’t work out,” said Rainbow, turning around to face Twilight.

“Yeah, guess it didn’t.” Twilight replied.

“And boys – you’d better not grow up so petty as to fuss over how your eggs are done, OK?” Cheerilee, finished with a calming breath to calm herself. Almost immediately, her usual cheerful personality came back. “Well, then! Now that that’s out of the way, let’s welcome our new transfer student!”

Murmurs filled the room, excitedly wondering who it was going to be, and why Cheerilee didn’t start the lesson with that.

“Come on in, Miss Shy!”

The door opened, revealing the transfer student. She was a tall pegasus filly, with a yellow coat, and long pink mane. Her ice blue eyes were cold and uncaring, as if she had stared Death in the face, and found him boring.

“Wow, she’s gorgeous!” Rainbow whispered, but Twilight wasn’t listening. She was staring, dumbfounded, at the filly that just walked in, a memory stirring in her mind of the dream from last night. “No way… It couldn’t be…”

“Now then!” Cheerilee said with a smile. “Why don’t you tell your classmates about yourself?” The filly stared blankly at the students.

“My name is Fluttershy. Pleased to meet you,” she said, her tone of voice indicating otherwise. She also seemed to be scanning the room, trying to find one particular face. Her eyes finally settled on Twilight, something flashing in her eyes. Twilight flinched, noticing the recognition in Fluttershy’s eyes, though her face kept its neutral expression.

***

The morning break between lessons found a crowd gathered around Fluttershy’s desk, bombarding her with questions about her past school, and life in general. Twilight, Rarity and Rainbow Dash watched this, as they discussed their own observations. “She has a mysterious air to her, doesn’t she?” Rarity mused, eying her.

“Hey, Twilight, do you know that filly?” Rainbow asked, concerned for her friend. “Maybe it was just me, but it seemed like she was glaring daggers at you earlier.”

“Well…um…” Twilight wasn’t sure how to answer. The answer was simple enough, but at the same time, it was astronomically ridiculous. What would they think if she told them she had met her in a dream? They’d probably laugh at her.

It was at this moment that Fluttershy decided to join them. “Miss Twilight Sparkle,” she said, her voice cold. “You are the Nurse’s Aide for this class, are you not?”

“Huh? Um, well…” Twilight stammered.

“May I ask you to accompany me? To the Nurse’s office, that is."

**Notes for the Chapter:**

> Footnotes:
> 
> (1) Twilight is extremely different in this compared to what we've seen in the show. Not only does she have friends, shes also far more outgoing.  
> (2) Rainbow Dash will be acting more like a girl in this story, sorry if you don't like that as much, but its always been my opinion that Rainbow needs to act her gender more.


	3. 002 – I First Met Her in a dream…or Something Part 2

**Puella Magi Twilight Magica**  
By _darkponyD_

**002 – I First Met Her in a dream…or Something Part 2**

_Location: Ponyville Middle School, Ponyville Central_  
Twilight Sparkle and Fluttershy were walking down the corridor, on their way to the Nurse’s office. Though Fluttershy asked Twilight to take her there, it seemed more like Fluttershy was taking Twilight instead. One of many things she had noticed that morning.

“U-um, I, uh…” Twilight stammered, trying to get her thoughts organized. “How did you know I was the Nurse’s Aide?” Fluttershy kept walking, as if she hadn’t heard anything. Twilight had never been self-conscious before, hard to be with great friends like Rainbow Dash and Rarity. But, then again, she had never met anyone like Fluttershy before. It was like she knew Twilight so well, but was still a stranger to her.

“Ms. Cheerilee told me.” Fluttershy answered.

“Oh, I see,” Twilight said, blushing. “Oh, um, the Nurse’s office is…” Fluttershy turned the corner just before Twilight got a chance to tell her.

“This way, isn’t it?”

“Yes, that’s right,” Twilight replied. “Um, but… Um… It seems like you already know how to get there…” The pair continued on in silence, the tension so thick you could cut it with a knife. Finally, Twilight decides to break the silence, “Um… Miss Shy?”

“You can call me Fluttershy.”

“Fluttershy…?

“What is it?”

“Oh, um…” Twilight stuttered. “That’s kind of an unusual name, isn’t it?”

Fluttershy said nothing, her face darkening, as does her mood. “O-oh! But not in a bad way!” Twilight was getting flustered, and nervous. Not a good combination for the filly. “I-I was just thinking it sounded kind of pretty –“

Fluttershy suddenly turned around, startling Twilight into silence. “Twilight Sparkle,” Fluttershy said, a sense of foreboding in her words. “Do you treasure the life you currently live? Do you consider your family and friends precious?”

Twilight blinked. “W-well… I… Yes, I do. Both my family and my friends—I love all of them, and consider them very precious!”

“Do you really?”

Now Twilight was angry. If there was one thing she hated, it was being accused of lying. “Yes, really! I would never lie about something as important as that!”

Fluttershy nodded. “I see. If that’s really the case, then you wouldn’t try to change the person you already are, would you? Because if you do, you will end up losing everything you care about.”

Now Twilight was confused. What could this cryptic warning from this cryptic filly mean?  
“You should stay as you are, Twilight Sparkle,” Fluttershy continued as she turned away. “Stay as you are, and as you always should be.”

***

As the day went on, Fluttershy proved herself to be not just gorgeous, but also extremely gifted in her studies and physical skills, receiving a perfect score on a math quiz, and breaking the school wide speed record set by Rainbow Dash. A pair of blood red eyes observed this display of skill from a far, but only had eyes for Twilight and Rainbow Dash. _‘Hmm, two fillies who have yet to find their special talent. Interesting. Twilight Sparkle, however, intrigues me. So much potential…’_

***

_Location: Ponyville Shopping Center, Café, West Ponyville_  
“She said WHAT?!” Twilight, Rarity and Rainbow Dash sat at their usual table, eating lunch. Twilight had just told her friends about the conversation between her and Fluttershy.

“It doesn’t make any sense, does it?” Twilight said.

“Just when I was thinking she was someone gifted with both brains and brawn, it turns out she’s a crazy New Age weirdo!” Rainbow exploded, growling in frustration. “Exactly how far was she going to keep up that weirdo character act?” A thump signaled Rainbow’s head slamming onto the table in front of her.

Rarity just shook her head at Rainbow’s antics. “Twilight, are you sure you’ve never met Miss Shy before?”

Again, the internal debate Twilight had during morning break reared its ugly head. “Well… The sensible answer is ‘yes,’ but…”

“What’s that supposed to mean?” Rainbow asked, raising her head off the table, eyebrow cocked. “That you met her in some ‘insensible’ way?”

“Well…” Twilight started, making up her mind. “Last night… I first met her… in a dream… or something.” Her two friends just stared at her for a few seconds, before bursting into uncontrollable laughter.

“Awesome!” Rainbow guffawed. “You’re acting like one of the characters in those fantasy novels you love so much!”

“Oh, come on!” Twilight huffed. “This is really bugging me!”

“Well, it’s all obvious now! You must have known each other in a previous life, and were brought across time and space to meet once again!”

Rarity rolled her eyes. Rainbow Dash and her wild theories strike again! She turns back to Twilight. “You said you met in a dream. What kind of dream was it?”

Twilight’s face screwed up in concentration. “It was…” she started, and then stopped, the memory fading into oblivion. “To be honest, I can’t really remember anymore. I do remember that it was a very odd dream, though…” A flash of the shadowy object leaps into her mind, as if to illustrate the point.

“Then maybe,” Rarity explains. “You actually have met Miss Shy somewhere before.”

“Huh?”

“Though you may not consciously remember, your subconscious could have taken note of her and later brought her image out in a dream. Basic psychology.”

“Isn’t that a little far-fetched?” Rainbow asked a skeptical look on her face. “I mean, if that’s the case, that’s some coincidence!”

“I suppose,” Rarity pulled out her pocket watch. “Oh! It’s that time already? I’m sorry, I better go.” She got up and started packing the items she took out of her saddlebag back in.

“Piano lessons, right?” Rainbow asked. “Or is it Prench classical dance today?”

“High tea lessons,” Rarity replied. “Even though exams are right around the corner. I wonder how long Mother intends to make me continue with them.”

“Whew! Makes me glad I wasn’t born into a rich family!”

Twilight stood up, “Should we get going too?” Rainbow nodded, and the trio picked up their lunch trays, taking them back to the front counter.

When they left the café, Rainbow pulled Twilight aside. “Twilight, do you mind if we stopped at Vinyl’s Music Shack before heading home?”

Twilight nodded. “Sure. Buying another CD for Blues?”

Rainbow chuckled. “Sort of.”

The pair re-joined Rarity, and the trio parted at the stairs.

***

_Location: -------- -------- ------, ----- ----- -----------, ---- ---------_  
A white and red creature was running through the dark hallways of the building. He had been cornered there earlier by that yellow filly. Now he was being chased by that same filly, who was now trying to kill him. He turned a corner, dodging boxes and debris as multiple flashes of violet energy flashed past him. He was almost away, the exit door right in front of him- “Argh!” A lucky shot from his pursuer hit him, throwing him several yards across the hall, his exit now blocked by his pursuer. He quickly got back up and ran, narrowly avoid another blast. He turned another corner and jumped into the ventilation system.

Fluttershy stepped into the light as her quarry disappeared from her line of sight, but not from her perception. She turned her gaze, starring straight through the walls and ducts, following the sound of the creature’s paws lightly pounding on the metal of the ducts.

***

_Location: Ponyville Shopping Center, Vinyl’s Music Shack, West Ponyville_  
After parting ways with Rarity, Twilight and Rainbow Dash quickly made their way to the first level of the shopping center where Vinyl’s Music Shack was located. Upon arriving, Twilight and Rainbow went their separate ways; Twilight going to the popular music section, and Rainbow moving into the classical music section. After a few minutes of browsing, Twilight finally found what she was looking for, a new single by her favorite artist, Claris! She put on the headphones and- _‘Help me…’_ Startled, Twilight took off her headphones, listening for the voice again.

_‘Help me… Twilight…’_

Twilight jumped. Not only was the voice echoing in her mind, but it also seemed to know her name.

_‘Please… Save me…’_

The filly, curious, went off to find the source of the voice. But not before Rainbow saw her, and pulled off her own headphones to follow her.

***

_Location: Ponyville Shopping Center, (area under renovation), West Ponyville_  
Twilight walked through the dark corridors, searching for the voice she had heard. ”Hello? Is anyone there?”

_‘Save me…’_ That voice again. It seemed to echo around her, drawing her to the door just ahead of her. A sign read ‘This floor is closed due to renovation’. Foolishly, Twilight slowly approached the door, and with only a moment’s hesitation, opened the door and entered.

Twilight peered into the dark room, slowly walking in. “Where are you?” she called. “Who are you?”

_‘Save me…’_ Suddenly, there was a rattling in the vents above her as a small white creature falls to the floor in front of her. It was vaguely cat-like in appearance, with red patches all over its body. It was also covered in wounds, though none of them were life threatening. Twilight rushed to the creature’s side, picking it up in her hooves. “Save… me…” it said.

A sudden crash directly in front of her prompted Twilight to look up, seeing, once again, Fluttershy before her; though this was not the Fluttershy she had met this morning. This Fluttershy wore a grey and black outfit reminiscent of their school uniforms, with an intricate red and grey shield on her left hoof. “Fluttershy…?”

“Get away from that thing,” she said, her voice as cold as ice.

“B-but… He’s hurt!” Twilight protested. The creature was breathing heavily, its eyes shut. Twilight pulled him close, suddenly realizing what Fluttershy was planning. “No! Please, don’t do something cruel!”

“This has nothing to do with you,” Fluttershy replied, striding forward purposefully.

“But he was calling me!” Twilight protested. “I could hear him begging me to save him!”

Fluttershy stopped, inches away from Twilight. “…I see.” The two stared at each other for several long minutes, Fluttershy trying to decide the best course of action to take, Twilight trying to decide whether or not she should run. Suddenly, a burst of white foam took the decision out of their hands.

“Twilight! This way!” Rainbow Dash stood with a fire extinguisher clutched in her wings, using it to obscure Fluttershy’s vision. Twilight put the creature on her back, and ran over to Rainbow, who tossed the fire extinguisher into the air and gave it a good solid buck to make it rocket in Fluttershy’s general direction, before turning and bolting.

Fluttershy shook her head, calmly using her wings to blow away the foam. Just as she was about to go after the pair, the world warped and twisted around her. “Now, of all times…!”

Some distance away, Twilight and Rainbow Dash ran as fast as they could, their hooves pounding on the tile floor.

“Wh-what is with that filly?!” Rainbow exclaimed. “Now she’s attacking people in cosplay?!” She glanced over at the thing on Twilight’s back. “And what is that thing? It’s not a stuffed animal is it? It’s alive?”

Twilight shook her head. “I don’t know. I don’t know what any of this is. But we have to save him!”

Right as Twilight finished saying this, the world suddenly warped and contorted, the hallway expanding into an enormous field with widows floating in midair and odd plant-like creatures in the distance.

“What?!” Rainbow cried. “Where’d the exit go? What is this place?!” The whole place seemed to be shimmering and growing, creating twisting paths and twisted pictures filling the ‘sky’.

“There’s something wrong with this place.” Twilight said nervously. “The path keeps changing!”

“What is going on here?!”

A rustling sound to her right prompted Twilight to turn her head. “There’s something over there!” What she saw was a strange creature. A lot of strange creatures. Their appearance would have given Discord a run for his chaotic money. They stood on two legs, though they weren’t so much legs as they were butterflies. The rest their body was essentially an enormous dandelion with comical faces on the puff-ball portion that served as its head. The creatures poured out, chattering as they quickly surrounded the cowering fillies.

“This has to be a joke, right?!” Rainbow whimpered. “I mean, I must be dreaming, right? Right?! Twilight?” The creatures started drawing the circle tight, closing in on the pair. Suddenly, there was a loud cracking sound. A long chain broke on the ceiling, falling in a spiral pattern around them, and erupting into a blaze of yellow energy, repelling the strange creatures. The two fillies were speechless.

“That was close!” The two fillies turned around to find another filly striding towards them with a smile on her face. She was a bright pink, with a straight mane and tail, carrying a yellow gem around her neck. “Don’t worry, you’re safe now.” Her eyes focused on the creature Twilight was carrying. “Oh! You rescued Kyubey for me, didn’t you? Thank you, he’s a dear friend of mine.”

“I-I was called to him.” Twilight stuttered through her shocked face. “I heard his voice in my head.”

The pink filly smiled and nodded. “Ahh, I see.” The filly turned her gaze back to the fillies, taking in their appearance. “Those uniforms, you must be students at Ponyville Middle School too. Are you eighth graders?”

Rainbow, coming out of her state of shock, finally voiced the question both the fillies wanted answered. “Who are you?”

“That’s right, I haven’t introduced myself yet.” The filly said as the creatures from before started regrouping behind her. “But before all that…” The filly turned around, doing a sort of dance, ending on her rear hooves, with the yellow gem cradled in her hooves in front of her. “…mind if I wrap up a bit of work?”

A yellow glow suffused the filly as her clothes suddenly changed. Her hooves were encased in knee-length boots, her body in a yellow gunner uniform, and finally a brown cap on her head. Her pink hair exploded into a messy mass of curls as well to finish off the transformation.

Twilight and Rainbow couldn’t stop their jaws from crashing into the floor on seeing this. The pink filly merely chuckled as she jumped into the air, a mass of the approaching creatures beneath her. She waved her hoof, summoning a mass of canons out of thin air, all focused on the creatures below. She brought her hoof down, signaling an unknown force to fire their payloads on the creatures below. The creatures all vanished, leaving nothing but the odd butterfly flittering around.

Twilight and Rainbow just stared, the faces adorned with looks of shock and awe. “A-amazing” Twilight said in a whisper. It was then that the world began to regain its senses, returning them to hallway they had been running through earlier.

“What?” Rainbow exclaimed. “We’re back?! All because you beat those things?! I could have done that with my eyes closed!”

A clop of hooves behind them stopped Rainbows impromptu rant in its tracks. The three looked up to find Fluttershy before them.

“The Night Mare escaped,” the pink filly said, approaching her. “If you want to finish it off, you’d better go after it right now. I’ll let you take it this time.”

The yellow pegasus filly glared at her. “I have business here.”

“You don’t read between the lines very well, do you? I’m telling you I’ll overlook what you did this time.” The two just stared at each other for a time, an ice-blue gaze meeting a warm-blue gaze. “Don’t you think it would be better for both of us not to court needless trouble?”

Everyone stood there, not moving an inch, no one wanting to back down. Finally, gritting her teeth, Fluttershy turned away and flew off. Twilight and Rainbow both breathed a sigh of relief as the pink filly turned back to them.

***

The group were seated in front of the exit door, the pink filly’s gem glowing as she healed the white creature, Kyubey. Finally, he opened his blood red eyes and jumped to his paws.

“Thanks Pinkie! You’re a lifesaver.”

The pink filly, Pinkie, chuckled. “If you want to thank anyone, it should be these two,” she said, gesturing to Twilight and Rainbow. “I was just in the neighborhood.”

Kyubey turned to the pair, smiling widely. “Thank you very much. My name is Kyubey.”

Twilight just stared at the strange creature. “Were you the one who was calling me?” she asked.

Kyubey nodded. “Yes, I was, Twilight Sparkle,” Twilight gasped. “And you, Rainbow Dash.”

Rainbow Dash now looked at the creature suspiciously. “How do you know our names? Are you a spy?!”

Kyubey laughed at that accusation. “I’ve been called many things, but never a spy before.” The creature got its laughter under control before continuing. “I actually came here because I have a request for you. Both of you.”

Twilight tilted her head. “A…a request?”

Kyubey nodded. “I want you to make contracts with me and become Magical Fillies!”

**Notes for the Chapter:**

> NEXT TIME!
> 
> "I will grant you one wish--any wish you desire!"  
> "Huh? Really?! What kind of wish?"  
> "Anything you want. I can grant you even the most impossible of miracles!"  
> "That would be truly wonderful."


End file.
